Common use of Request for New Term Facility Clause in Contracts

Request for New Term Facility. Provided there exists no Default, upon notice to the Administrative Agent, the Borrower may from time to time on or after the Closing Date request a new tranche or tranches of term loans (“New Term Loans”) in an aggregate amount (for all such requests) not exceeding the Maximum Increase Amount; provided that (i) any such request for New Term Loans shall be in a minimum amount of $25,000,000, (ii) no more than five (5) requests in the aggregate may be made under Sections 2.11 and 2.12, (iii) the maturity date and weighted average life to maturity (as of the effective date of the New Term Loans) of such New Term Loans shall be no earlier than, or shorter than, as the case may be, the latest Maturity Date and weighted average life to maturity (as of the effective date of the New Term Loans), as the case may be, of the Term Facility, (iv) the interest rate margins applicable to the New Term Loans shall be determined by the Borrower and the lenders thereof, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any New Term Loan are higher than the interest rate margins for the Term A Loans by more than 0.50%, then the interest rate margins for the Term A Loans shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such New Term Loans, minus 0.50%; provided further that, in determining the interest rate margins applicable to the New Term Loans and the Term A Loans (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of Term A Loans or New Term Loans, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable or paid, as the case may be, to any of the Arrangers (or their affiliates) in connection with Term A Loans or New Term Loans, as the case may be, or to one or more arrangers (or their affiliates) thereof shall be excluded and (C) if there is a eurodollar rate floor or base rate floor applicable to the New Term Loans that is greater than such floor applicable to the Term A Loans, such increased amount at the time of such determination shall be equated to an increase in the interest rate margin for purposes of determining whether the interest rate margins for any New Term Loans are higher than the applicable interest rate margins for the Term A Loans, (v) such New Term Loans rank pari passu in right of payment and security with the Term A Loans, (vi) such New Term Loans share ratably in any prepayment with the Term A Loans, and (vii) such New Term Loans are on the same terms and conditions as those set forth in this Agreement, except as set forth in clause (ii) or (iii) above or to the extent reasonably satisfactory to the Administrative Agent.

Request for New Term Facility. Provided there exists no Default, upon notice to the Administrative Agent, the Borrower Company may from time to time on or after the Closing Date request a new tranche or tranches of term loans (“New Term Loans”) in an aggregate amount (for all such requests) not exceeding the Maximum Increase Amount; provided that (i) any such request for New Term Loans shall be in a minimum amount of $25,000,000, (ii) no more than five (5) requests in the aggregate may be made under Sections 2.11 and 2.12, (iii) the maturity date and weighted average life to maturity (as of the effective date of the New Term Loans) of such New Term Loans shall be no earlier than, or shorter than, as the case may be, the latest Maturity Date and weighted average life to maturity (as of the effective date of the New Term Loans), as the case may be, of the Term Facility, (iviii) the interest rate margins applicable to the New Term Loans shall be determined by the Borrower Company and the lenders thereof, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any New Term Loan are higher than the interest rate margins for the Term A Loans by more than 0.50%, then the interest rate margins for the Term A Loans shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such New Term Loans, minus 0.50%; provided further that, in determining the interest rate margins applicable to the New Term Loans and the Term A Loans (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of Term A Loans or New Term Loans, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable or paid, as the case may be, to any of the Arrangers (or their affiliates) in connection with Term A Loans or New Term Loans, as the case may be, or to one or more arrangers (or their affiliates) thereof shall be excluded and (C) if there is a eurodollar rate floor or base rate floor applicable to the New Term Loans that is greater than such floor applicable to the Term A Loans, such increased amount at the time of such determination shall be equated to an increase in the interest rate margin for purposes of determining whether the interest rate margins for any New Term Loans are higher than the applicable interest rate margins for the Term A Loans, (viv) such New Term Loans rank pari passu in right of payment and security with the Term A LoansLoans and the Revolving Credit Facility, (viv) such New Term Loans share ratably in any prepayment with the Term A Loans, and (viivi) such New Term Loans are on the same terms and conditions as those set forth in this Agreement, except as set forth in clause (ii) or (iii) above or to the extent reasonably satisfactory to the Administrative Agent.

Request for New Term Facility. Provided there exists no Default(a) The Borrower shall have the right to add one or more new term loan facilities hereunder (each such facility, upon notice to the Administrative Agent, the Borrower may from time to time on or after the Closing Date request a new tranche or tranches of term loans (“New Term LoansFacility”) in an aggregate amount by obtaining commitments, either from one or more of the Lenders or another lending institution (for all such requests) not exceeding the Maximum Increase Amount“New Term Commitments”; and each new term loan to be made under a New Term Commitment, a “New Term Loan”), provided that (i) any such request for New Term Loans shall be in a minimum amount of $25,000,000, (ii) no more than five after giving effect thereto, the sum of the total of the New Term Facilities (5for all such requests, together with all requests for additional Commitments pursuant to Section 2.23) requests in the aggregate may be made under Sections 2.11 and 2.12does not exceed $150,000,000, (iii) the maturity date Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and weighted average life obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.24 have been satisfied. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to maturity be, a commitment on the part of any Lender to agree to a New Term Commitment hereunder at any time (as of b) The Administrative Agent and the Borrower shall determine the effective date of the for each New Term LoansCommitment pursuant to this Section (each, a “New Term Loan Effective Date”) and, if applicable, the final allocation of such New Term Loans shall be no earlier than, or shorter than, as Commitment among the case may bePersons providing the commitments thereunder. (c) In order to effect each New Term Commitment, the latest Maturity Date Borrower, the applicable New Term Lender(s) and weighted average life the Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements, each in form and substance satisfactory to maturity the Borrower and the Administrative Agent, pursuant to which the applicable New Term Lender(s) will provide such New Term Commitment. (as d) All New Term Loans will rank pari passu in right of the effective date of payment with all other Loans. The terms and provisions applicable to the New Term Loans), Loans and the New Term Commitments shall be as the case may be, of the Term Facility, set forth in this Section; provided that (ivi) the final maturity, amortization schedule and interest rate margins applicable to the New Term Loans shall be determined as agreed between the applicable New Term Lender(s) and the Borrower and set forth in the applicable joinder agreement(s); and (ii) the applicable maturity date of such New Term Loan shall be no shorter than the Maturity Date. (e) Notwithstanding anything herein to the contrary, this Agreement and the other Loan Documents may be amended to effect such changes as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including, as to any New Term Facility, with respect to the final maturity and amortization schedule thereof, the interest rate thereon and the treatment thereof for purposes of prepayments and voting), which amendment (which may be incorporated into the applicable joinder agreement(s)) shall be executed by the Borrower, the Administrative Agent and the applicable New Term Lender(s) (but not any other Lenders). As a condition precedent to any New Term Loans, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the New Term Facility, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date or (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (f) On each New Term Effective Date, each New Term Lender with a New Term Commitment shall make a New Term Loan to the Borrower in the amount of such commitment pursuant to this Section and otherwise in accordance with this Agreement and the applicable joinder agreement. Within a reasonable time after such New Term Effective Date, the Administrative Agent shall provide notice thereof to the Borrower and the lenders thereof, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any New Term Loan are higher than the interest rate margins for the Term A Loans by more than 0.50%, then the interest rate margins for the Term A Loans shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such New Term Loans, minus 0.50%; provided further that, in determining the interest rate margins applicable to the New Term Loans and the Term A Loans (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of Term A Loans or New Term Loans, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable or paid, as the case may be, to any of the Arrangers (or their affiliates) in connection with Term A Loans or New Term Loans, as the case may be, or to one or more arrangers (or their affiliates) thereof shall be excluded and (C) if there is a eurodollar rate floor or base rate floor applicable to the New Term Loans that is greater than such floor applicable to the Term A Loans, such increased amount at the time of such determination shall be equated to an increase in the interest rate margin for purposes of determining whether the interest rate margins for any New Term Loans are higher than the applicable interest rate margins for the Term A Loans, (v) such New Term Loans rank pari passu in right of payment and security with the Term A Loans, (vi) such New Term Loans share ratably in any prepayment with the Term A Loans, and (vii) such New Term Loans are on the same terms and conditions as those set forth in this Agreement, except as set forth in clause (ii) or (iii) above or to the extent reasonably satisfactory to the Administrative AgentLenders.

Request for New Term Facility. Provided there exists no Default(a) The Borrower shall have the right to add one or more new term loan facilities hereunder (each such facility, upon notice to the Administrative Agent, the Borrower may from time to time on or after the Closing Date request a new tranche or tranches of term loans (“New Term LoansFacility”) in an aggregate amount by obtaining commitments, either from one or more of the Lenders or another lending institution (for all such requests) not exceeding the Maximum Increase Amount“New Term Commitments”; and each new term loan to be made under a New Term Commitment, a “New Term Loan”), provided that (i) any such request for New Term Loans shall be in a minimum amount of $25,000,00025,000,000 and an integral multiple of $5,000,000, (ii) no more than five after giving effect thereto, the sum of the total of the New Term Facilities (5for all such requests, together with all requests for additional Commitments pursuant to Section 2.23) requests in the aggregate may be made under Sections 2.11 and 2.12does not exceed $100,000,000, (iii) the maturity date Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and weighted average life obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.24 have been satisfied. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to maturity be, a commitment on the part of any Lender to agree to a New Term Commitment hereunder at any time (as of b) The Administrative Agent and the Borrower shall determine the effective date of the for each New Term LoansCommitment pursuant to this Section (each, a “New Term Loan Effective Date”) and, if applicable, the final allocation of such New Term Loans shall be no earlier than, or shorter than, as Commitment among the case may bePersons providing the commitments thereunder. (c) In order to effect each New Term Commitment, the latest Maturity Date Borrower, the applicable New Term Lender(s) and weighted average life the Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements, each in form and substance satisfactory to maturity the Borrower and the Administrative Agent, pursuant to which the applicable New Term Lender(s) will provide such New Term Commitment. (as d) All New Term Loans will rank pari passu in right of the effective date of payment with all other Loans. The terms and provisions applicable to the New Term Loans), Loans and the New Term Commitments shall be as the case may be, of the Term Facility, set forth in this Section; provided that (ivi) the final maturity, amortization schedule and interest rate margins applicable to the New Term Loans shall be determined as agreed between the applicable New Term Lender(s) and the Borrower and set forth in the applicable joinder agreement(s); and (ii) the applicable maturity date of such New Term Loan shall be no shorter than the Maturity Date. (e) Notwithstanding anything herein to the contrary, this Agreement and the other Loan Documents may be amended to effect such changes as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including, as to any New Term Facility, with respect to the final maturity and amortization schedule thereof, the interest rate thereon and the treatment thereof for purposes of prepayments and voting), which amendment (which may be incorporated into the applicable joinder agreement(s)) shall be executed by the Borrower, the Administrative Agent and the applicable New Term Lender(s) (but not any other Lenders). As a condition precedent to any New Term Loans, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the New Term Facility, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date or (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.10 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (f) On each New Term Effective Date, each New Term Lender with a New Term Commitment shall make a New Term Loan in Dollars or an Available Currency to the Borrower in the amount of such commitment pursuant to this Section and otherwise in accordance with this Agreement and the applicable joinder agreement. Within a reasonable time after such New Term Effective Date, the Administrative Agent shall provide notice thereof to the Borrower and the lenders thereof, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any New Term Loan are higher than the interest rate margins for the Term A Loans by more than 0.50%, then the interest rate margins for the Term A Loans shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such New Term Loans, minus 0.50%; provided further that, in determining the interest rate margins applicable to the New Term Loans and the Term A Loans (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of Term A Loans or New Term Loans, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable or paid, as the case may be, to any of the Arrangers (or their affiliates) in connection with Term A Loans or New Term Loans, as the case may be, or to one or more arrangers (or their affiliates) thereof shall be excluded and (C) if there is a eurodollar rate floor or base rate floor applicable to the New Term Loans that is greater than such floor applicable to the Term A Loans, such increased amount at the time of such determination shall be equated to an increase in the interest rate margin for purposes of determining whether the interest rate margins for any New Term Loans are higher than the applicable interest rate margins for the Term A Loans, (v) such New Term Loans rank pari passu in right of payment and security with the Term A Loans, (vi) such New Term Loans share ratably in any prepayment with the Term A Loans, and (vii) such New Term Loans are on the same terms and conditions as those set forth in this Agreement, except as set forth in clause (ii) or (iii) above or to the extent reasonably satisfactory to the Administrative AgentLenders.

Request for New Term Facility. Provided there exists no Default(a) The Borrower shall have the right to add one or more new term loan facilities hereunder (each such facility, upon notice to the Administrative Agent, the Borrower may from time to time on or after the Closing Date request a new tranche or tranches of term loans (“New Term LoansFacility”) in an aggregate amount by obtaining commitments (for all such requests) not exceeding the Maximum Increase Amount“New Term Commitments”), either from one or more of the Lenders or another lending institution (the “New Term Lenders”; and each new term loan to be made under a New Term Commitment, a “New Term Loan”), provided that (i) any such request for New Term Loans shall be in a minimum amount of $25,000,000, (ii) no more than five after giving effect thereto, the sum of the total of the New Term Facilities (5for all such requests, together with all requests for additional Commitments pursuant to Section 2.23) requests in the aggregate may be made under Sections 2.11 and 2.12does not exceed $150,000,000, (iii) the maturity date Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (iv) any such new Lender assumes all of the rights and weighted average life obligations of a “Lender” hereunder, and (v) the procedures described in this Section 2.24 have been satisfied. Nothing contained in this Section 2.24 shall constitute, or otherwise be deemed to maturity be, a commitment on the part of any Lender to agree to a New Term Commitment hereunder at any time (as of b) The Administrative Agent and the Borrower shall determine the effective date of the for each New Term LoansCommitment pursuant to this Section (each, a “New Term Loan Effective Date”) and, if applicable, the final allocation of such New Term Loans shall be no earlier than, or shorter than, as Commitment among the case may bePersons providing the commitments thereunder. (c) In order to effect each New Term Commitment, the latest Maturity Date Borrower, the applicable New Term Lender(s) and weighted average life the Administrative Agent (but no other Lenders or Persons) shall enter into one or more joinder agreements, each in form and substance satisfactory to maturity the Borrower and the Administrative Agent, pursuant to which the applicable New Term Lender(s) will provide such New Term Commitment. (as d) All New Term Loans will rank pari passu in right of the effective date of payment with all other Loans. The terms and provisions applicable to the New Term Loans), Loans and the New Term Commitments shall be as the case may be, of the Term Facility, set forth in this Section; provided that (ivi) the final maturity, amortization schedule and interest rate margins applicable to the New Term Loans shall be determined as agreed between the applicable New Term Lender(s) and the Borrower and set forth in the applicable joinder agreement(s); and (ii) the applicable maturity date of such New Term Loan shall be no shorter than the Maturity Date. (e) Notwithstanding anything herein to the contrary, this Agreement and the other Loan Documents may be amended to effect such changes as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including, as to any New Term Facility, with respect to the final maturity and amortization schedule thereof, the interest rate thereon and the treatment thereof for purposes of prepayments and voting), which amendment (which may be incorporated into the applicable joinder agreement(s)) shall be executed by the Borrower, the Administrative Agent and the applicable New Term Lender(s) (but not any other Lenders). As a condition precedent to any New Term Loans, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to the New Term Facility, and (B) certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties (x) specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date or (y) are already qualified as to materiality or by reference to Material Adverse Effect, in which case they shall be true and correct in all respects), (2) no Default exists and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (f) On each New Term Effective Date, each New Term Lender with a New Term Commitment shall make a New Term Loan to the Borrower in the amount of such commitment pursuant to this Section and otherwise in accordance with this Agreement and the applicable joinder agreement. Within a reasonable time after such New Term Loan Effective Date, the Administrative Agent shall provide notice thereof to the Borrower and the lenders thereof, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any New Term Loan are higher than the interest rate margins for the Term A Loans by more than 0.50%, then the interest rate margins for the Term A Loans shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such New Term Loans, minus 0.50%; provided further that, in determining the interest rate margins applicable to the New Term Loans and the Term A Loans (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of Term A Loans or New Term Loans, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable or paid, as the case may be, to any of the Arrangers (or their affiliates) in connection with Term A Loans or New Term Loans, as the case may be, or to one or more arrangers (or their affiliates) thereof shall be excluded and (C) if there is a eurodollar rate floor or base rate floor applicable to the New Term Loans that is greater than such floor applicable to the Term A Loans, such increased amount at the time of such determination shall be equated to an increase in the interest rate margin for purposes of determining whether the interest rate margins for any New Term Loans are higher than the applicable interest rate margins for the Term A Loans, (v) such New Term Loans rank pari passu in right of payment and security with the Term A Loans, (vi) such New Term Loans share ratably in any prepayment with the Term A Loans, and (vii) such New Term Loans are on the same terms and conditions as those set forth in this Agreement, except as set forth in clause (ii) or (iii) above or to the extent reasonably satisfactory to the Administrative AgentLenders.

Request for New Term Facility. Provided there exists no Default, upon notice to the Administrative Agent, the Borrower may from time to time on or after the Closing Date request a new tranche or tranches of term loans (“New Term Loans”) in an aggregate amount (for all such requests) not exceeding the Maximum Increase Amount; provided that (i) any such request for New Term Loans shall be in a minimum amount of $25,000,000, (ii) no more than five (5) requests in the aggregate may be made under Sections 2.11 and 2.12, (iii) the maturity date and weighted average life to maturity (as of the effective date of the New Term Loans) of such New Term Loans shall be no earlier than, or shorter than, as the case may be, the 56339040-2 42 49684497_9 latest Maturity Date and weighted average life to maturity (as of the effective date of the New Term Loans), as the case may be, of the Term Facility, (iv) the interest rate margins applicable to the New Term Loans shall be determined by the Borrower and the lenders thereof, provided that in the event the interest rate margins (other than as a result of the imposition of default interest) for any New Term Loan are higher than the interest rate margins for the Term A Loans by more than 0.50%, then the interest rate margins for the Term A Loans shall be increased to the extent necessary so that such interest rate margins shall be equal to the interest rate margins for such New Term Loans, minus 0.50%; provided further that, in determining the interest rate margins applicable to the New Term Loans and the Term A Loans (A) original issue discount or upfront fees (which shall be deemed to constitute like amounts of original issue discount) payable or paid, as the case may be, by any Loan Party to the lenders of Term A Loans or New Term Loans, as the case may be, in the initial primary syndication thereof shall be included (with original issue discount being equated to interest based on assumed 4-year life to maturity), (B) customary arrangement, structuring, underwriting or commitment fees (or similar fee, however denominated) payable or paid, as the case may be, to any of the Arrangers (or their affiliates) in connection with Term A Loans or New Term Loans, as the case may be, or to one or more arrangers (or their affiliates) thereof shall be excluded and (C) if there is a eurodollar rate floor or base rate floor applicable to the New Term Loans that is greater than such floor applicable to the Term A Loans, such increased amount at the time of such determination shall be equated to an increase in the interest rate margin for purposes of determining whether the interest rate margins for any New Term Loans are higher than the applicable interest rate margins for the Term A Loans, (v) such New Term Loans rank pari passu in right of payment and security with the Term A Loans, (vi) such New Term Loans share ratably in any prepayment with the Term A Loans, and (vii) such New Term Loans are on the same terms and conditions as those set forth in this Agreement, except as set forth in clause (ii) or (iii) above or to the extent reasonably satisfactory to the Administrative Agent.